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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024
 
           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE TRANSITION PERIOD FROM                          TO                           
 
Commission File Number
001-32663
 
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter) 
LOGO.jpg.jpg
Delaware88-0318078
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4830 North Loop 1604 West, Suite 111
San Antonio, Texas78249
(Address of principal executive offices)(Zip Code)
(210)547-8800
(Registrant's telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Exchange on Which Registered
Common Stock, $0.01 par value per shareCCONew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
ClassOutstanding at May 6, 2024
- - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - -
Common Stock, $0.01 par value per share488,706,668



CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
 TABLE OF CONTENTS
1


PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)March 31,
2024
December 31,
2023
 (Unaudited)
CURRENT ASSETS  
Cash and cash equivalents$193,236 $251,652 
Accounts receivable, net425,959 499,811 
Prepaid expenses48,830 49,398 
Other current assets22,173 25,227 
Current assets of discontinued operations128,495 131,313 
Total Current Assets818,693 957,401 
PROPERTY, PLANT AND EQUIPMENT 
Structures, net463,460 467,261 
Other property, plant and equipment, net183,833 199,083 
INTANGIBLE ASSETS AND GOODWILL  
Permits, net 657,083 665,687 
Other intangible assets, net235,475 239,187 
Goodwill653,208 656,563 
OTHER ASSETS
Operating lease right-of-use assets1,503,040 1,491,302 
Other assets44,651 45,991 
Total Assets$4,559,443 $4,722,475 
CURRENT LIABILITIES  
Accounts payable$63,298 $63,587 
Accrued expenses309,298 385,620 
Current operating lease liabilities211,258 216,578 
Accrued interest78,208 97,671 
Deferred revenue68,462 50,882 
Current portion of long-term debt617 612 
Current liabilities of discontinued operations64,885 68,778 
Total Current Liabilities796,026 883,728 
NON-CURRENT LIABILITIES
Long-term debt5,651,485 5,631,291 
Non-current operating lease liabilities1,328,089 1,326,143 
Deferred tax liabilities, net231,385 231,481 
Other liabilities98,950 100,575 
Total Liabilities8,105,935 8,173,218 
Commitments and Contingencies (Note 6)
STOCKHOLDERS’ DEFICIT
Noncontrolling interests12,776 12,298 
Common stock, par value $0.01 per share: 2,350,000,000 shares authorized (494,764,888 shares issued as of March 31, 2024; 494,061,048 shares issued as of December 31, 2023)
4,948 4,941 
Additional paid-in capital3,569,099 3,563,807 
Accumulated deficit(6,870,542)(6,780,875)
Accumulated other comprehensive loss(239,135)(227,344)
Treasury stock (11,044,759 shares held as of March 31, 2024; 11,003,897 shares held as of December 31, 2023)
(23,638)(23,570)
     Total Stockholders' Deficit(3,546,492)(3,450,743)
     Total Liabilities and Stockholders' Deficit$4,559,443 $4,722,475 
 
See Condensed Notes to Consolidated Financial Statements
3

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF LOSS
(UNAUDITED)

Three Months Ended
(In thousands, except per share data)March 31,
 20242023
Revenue$481,752 $437,420 
Operating expenses:
Direct operating expenses(1)
260,837 252,603 
Selling, general and administrative expenses(1)
92,668 89,895 
Corporate expenses(1)
40,126 36,180 
Depreciation and amortization54,290 64,208 
Other operating expense, net1,439 3,920 
Operating income (loss)32,392 (9,386)
Interest expense, net(107,655)(102,500)
Loss on extinguishment of debt
(4,787) 
Other income (expense), net(8,346)8,780 
Loss from continuing operations before income taxes(88,396)(103,106)
Income tax benefit (expense) attributable to continuing operations(267)10,501 
Loss from continuing operations(88,663)(92,605)
Income (loss) from discontinued operations(420)57,183 
Consolidated net loss(89,083)(35,422)
Less: Net income (loss) attributable to noncontrolling interests584 (510)
Net loss attributable to the Company$(89,667)$(34,912)
Net income (loss) attributable to the Company per share of common stock — Basic and Diluted:
Net loss from continuing operations attributable to the Company per share of common stock
$(0.18)$(0.19)
Net income (loss) from discontinued operations attributable to the Company per share of common stock
 0.12 
Net loss attributable to the Company per share of common stock — Basic and Diluted(2)
$(0.19)$(0.07)
(1)Excludes depreciation and amortization
(2)Due to rounding, the total may not equal the sum of the line items in the table above.
See Condensed Notes to Consolidated Financial Statements
4

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)

Three Months Ended
(In thousands)March 31,
20242023
Net loss attributable to the Company$(89,667)$(34,912)
Other comprehensive loss:
Foreign currency translation adjustments(11,796)(3,680)
Reclassification adjustment for realized gains from cumulative translation adjustments and pension related to sold businesses(1)
 (32,862)
Other comprehensive loss(11,796)(36,542)
Comprehensive loss(101,463)(71,454)
Less: Comprehensive income (loss) attributable to noncontrolling interests
(5)2 
Comprehensive loss attributable to the Company$(101,458)$(71,456)
(1)Included in “Income (loss) from discontinued operations” on Consolidated Statements of Loss

See Condensed Notes to Consolidated Financial Statements
5

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
Three Months Ended March 31, 2024
Controlling InterestTotal Stockholders’ Deficit
(In thousands, except share data)Common Shares IssuedNon-controlling InterestsCommon
Stock
Additional Paid-in
Capital
Accumulated
Deficit
Accumulated Other Comprehensive LossTreasury Stock
Balances at December 31, 2023494,061,048 $12,298 $4,941 $3,563,807 $(6,780,875)$(227,344)$(23,570)$(3,450,743)
Net income (loss)584 — — (89,667)— — (89,083)
Release of stock awards and exercise of stock options703,840 — 7 (7)— — (68)(68)
Share-based compensation— — 5,299 — — — 5,299 
Payments to noncontrolling interests, net(101)— — — — — (101)
Foreign currency translation adjustments(5)— — — (11,791)— (11,796)
Balances at March 31, 2024494,764,888 $12,776 $4,948 $3,569,099 $(6,870,542)$(239,135)$(23,638)$(3,546,492)
Three Months Ended March 31, 2023
Controlling InterestTotal Stockholders’ Deficit
(In thousands, except share data)Common Shares IssuedNon-controlling InterestsCommon
Stock
Additional Paid-in
Capital
Accumulated
Deficit
Accumulated Other Comprehensive LossTreasury Stock
Balances at December 31, 2022483,639,206 $12,864 $4,836 $3,543,424 $(6,469,953)$(335,189)$(18,788)$(3,262,806)
Net loss(510)— — (34,912)— — (35,422)
Release of stock awards and exercise of stock options7,686,695 — 77 (77)— — (3,307)(3,307)
Share-based compensation— — 4,124 — — — 4,124 
Payments from noncontrolling interests, net
96 — — — — — 96 
Foreign currency translation adjustments
2 — — — (3,682)— (3,680)
Disposal of Swiss business
— — — — (32,862)— (32,862)
Balances at March 31, 2023491,325,901 $12,452 $4,913 $3,547,471 $(6,504,865)$(371,733)$(22,095)$(3,333,857)

See Condensed Notes to Consolidated Financial Statements
6

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)Three Months Ended March 31,
20242023
Cash flows from operating activities:  
Consolidated net loss$(89,083)$(35,422)
Reconciling items:
Depreciation and amortization54,290 72,963 
Non-cash operating lease expense66,222 85,152 
Loss on extinguishment of debt and debt modification expense16,610  
Deferred taxes66 5,412 
Share-based compensation5,299 4,124 
Amortization of deferred financing charges and note discounts2,902 2,887 
Credit loss (reversal) expense(1,074)2,729 
Gain on disposition of business and/or operating assets, net
(4,905)(96,749)
Foreign exchange transaction gain(3,793)(9,137)
Other reconciling items, net5 278 
Changes in operating assets and liabilities, net of effects of disposition:
Decrease in accounts receivable90,210 110,532 
Increase in prepaid expenses and other operating assets(3,621)(31,266)
Decrease in accounts payable and accrued expenses(74,916)(63,904)
Decrease in operating lease liabilities(79,134)(93,357)
(Decrease) increase in accrued interest(19,383)29,711 
Increase in deferred revenue9,271 23,599 
(Decrease) increase in other operating liabilities(3,784)3,356 
Net cash (used for) provided by operating activities(34,818)10,908 
Cash flows from investing activities:  
Capital expenditures(26,204)(38,427)
Asset acquisitions(8,637)(5,675)
Net proceeds from disposition of business and/or assets
7,658 93,523 
Other investing activities, net(148)(320)
Net cash (used for) provided by investing activities(27,331)49,101 
Cash flows from financing activities:  
Proceeds from long-term debt1,657,000  
Payments on long-term debt(1,635,164)(5,501)
Debt issuance and modification costs(16,388) 
Taxes paid related to net share settlement of equity awards(68)(3,307)
Payments (from) to noncontrolling interests, net(101)96 
Net cash provided by (used for) financing activities5,279 (8,712)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(760)1,079 
Net (decrease) increase in cash, cash equivalents and restricted cash(57,630)52,376 
Cash, cash equivalents and restricted cash at beginning of period260,541 298,682 
Cash, cash equivalents and restricted cash at end of period$202,911 $351,058 
Supplemental disclosures:  
Cash paid for interest$127,140 $72,320 
Cash paid for income taxes, net of refunds$6,075 $2,122 
See Condensed Notes to Consolidated Financial Statements
7

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION
Principles of Consolidation
These consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. (“CCOH”) and its subsidiaries, as well as entities in which the Company has a controlling financial interest or for which the Company is the primary beneficiary. Intercompany transactions have been eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.
Preparation of Interim Financial Statements
The accompanying consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year.
Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), certain information and footnote disclosures required by GAAP for annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, the financial statements contained herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2023 Annual Report on Form 10-K, filed with the SEC on February 26, 2024.
Use of Estimates
The Company’s consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Discontinued Operations
As described in the Company’s 2023 Annual Report on Form 10-K, during the third quarter of 2023, the Company’s plan to sell the businesses comprising its Europe-South segment met the criteria to be reported as discontinued operations. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of Consolidated net loss in the Consolidated Statements of Loss, for all periods presented, resulting in changes to the presentation of certain prior period amounts. Cash flows from discontinued operations are not reported separately in the Consolidated Statements of Cash Flows.
Refer to Note 2 for additional discussion of discontinued operations. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.
NOTE 2 – DISPOSITIONS AND DISCONTINUED OPERATIONS
On March 31, 2023, the Company sold its former business in Switzerland for cash proceeds of $84.9 million (net of direct costs to transact the sale and cash sold), reflected within “Net proceeds from disposition of business and/or assets” in the investing activities of the Consolidated Statement of Cash Flows, and recognized a gain on sale of $96.4 million, included within “Income (loss) from discontinued operations” on the Consolidated Statement of Loss.
Subsequently, in May 2023, the Company entered into an agreement to sell its business in Spain and, in May 2023 and October 2023, respectively, sold its former businesses in Italy and France. The Company’s businesses in these countries, together with its former business in Switzerland, comprised the Company’s entire Europe-South segment.
The Company concluded that, in aggregate, the sales of these businesses met the criteria for discontinued operations presentation in the third quarter of 2023. As a result, each of these businesses has been reclassified to discontinued operations in these financial statements for all periods presented.
Assets and Liabilities of Discontinued Operations
As previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for all periods presented. At March 31, 2024 and December 31, 2023, these balances consisted of assets and liabilities of the Company’s business in Spain, which are all classified as current as the sale of this business is expected to close in 2024, upon receipt of regulatory approval and satisfaction of other customary closing conditions.
8

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents a reconciliation of the carrying amounts of the major classes of these assets and liabilities to the current assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:
(In thousands)
March 31,
2024
December 31,
2023
Assets of discontinued operations:
Cash and cash equivalents$654 $651 
Accounts receivable, net28,964 39,920 
Prepaid expenses and other current assets
20,380 12,668 
Property, plant and equipment, net
38,244 37,492 
Operating lease right-of-use assets35,496 35,609 
Other assets4,757 4,973 
Current assets of discontinued operations
$128,495 $131,313 
Liabilities of discontinued operations:
Accounts payable and accrued expenses
$25,696 $29,046 
Operating lease liabilities36,830 37,117 
Deferred revenue818 1,074 
Other liabilities
1,541 1,541 
Current liabilities of discontinued operations
$64,885 $68,778 
Letters of Credit, Surety Bonds and Guarantees
A portion of the Company’s letters of credit and guarantees outstanding at March 31, 2024 related to discontinued operations, as follows:
Related to the former business in France, the Company has a $20.2 million letter of credit. In connection with the sale of this business, and pursuant to the related share purchase agreement, the Company’s former French business and/or the buyer will either replace, or procure a counter-guarantee of, the Company’s payment obligation under the letter of credit. Additionally, the Company retains an indemnity of $15.7 million related to a surety bond held by the former business in France. The Company has been indemnified by the former French business for this amount and will be released from any remaining obligation by March 2025.
Related to the business in Spain, the Company had a $6.5 million of letter of credit and $8.5 million of bank guarantees outstanding at March 31, 2024, a portion of which was supported by $0.7 million of cash collateral. These will remain obligations of the Company until the sale of this business closes or, if sooner, their expiration date.
Loss from Discontinued Operations
Discontinued operations for the three months ended March 31, 2024 consists of results from the Company’s business in Spain, whereas discontinued operations for the three months ended March 31, 2023 consists of results from the Company’s business in Spain and former businesses in Switzerland, Italy and France.
9

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table provides details about the major classes of line items constituting “Income (loss) from discontinued operations” as presented on the Company’s Consolidated Statements of Loss:
Three Months Ended
(In thousands)March 31,
 
2024
2023
Revenue$22,481 $108,015 
Expenses:
Direct operating expenses(1)
19,533 92,247 
Selling, general and administrative expenses(1),(2)
3,068 26,427 
Depreciation and amortization 8,755 
Other expense, net300 1,418 
Loss from discontinued operations before gain on disposal and income taxes
(420)(20,832)
Gain on disposal(3)
 96,350 
Income tax expense attributable to discontinued operations(3)
 (18,335)
Income (loss) from discontinued operations, net of income taxes
$(420)$57,183 
(1)Excludes depreciation and amortization
(2)Certain costs that were historically allocated to the Company’s Europe-South segment and reported within selling, general and administrative expenses on the Consolidated Statement of Loss have been deemed to be costs of continuing operations and are now reported within corporate expenses on the Consolidated Statement of Loss. As such, $1.9 million of such costs for the three months ended March 31, 2023 have been reclassified to conform to the current period presentation.
(3)The gain on disposal and most of the income tax expense attributable to discontinued operations for the three months ended March 31, 2023 was driven by the sale of the Company’s former business in Switzerland.
Capital Expenditures of Discontinued Operations
The following table presents the capital expenditures for discontinued operations for the three months ended March 31, 2024 and 2023:
Three Months Ended
(In thousands)March 31,
 20242023
Capital expenditures(1)
$2,169 $5,051 
(1)In addition to payments that occurred during the period for capital expenditures, the Company had $1.0 million and $5.6 million of accrued capital expenditures related to discontinued operations that remained unpaid as of March 31, 2024 and 2023, respectively.
NOTE 3 – SEGMENT DATA
The Company has four reportable segments, which it believes best reflect how the Company is currently managed: America, Airports, Europe-North and Europe-South. The Company's remaining operations in Latin America and Singapore are disclosed as “Other.” As described in Note 2, the Company’s Europe-South segment met the criteria to be reported as discontinued operations during the third quarter of 2023. As such, results of this segment are excluded from the table below, which only reflects continuing operations, for all periods presented.
Segment Adjusted EBITDA is the profitability metric reported to the Company’s chief operating decision maker (“CODM”) for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment Adjusted EBITDA is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. Segment information for total assets is not presented as this information is not used by the Company’s CODM in measuring segment performance or allocating resources between segments.
10

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents the Company’s reportable segment results for continuing operations for the three months ended March 31, 2024 and 2023:
(In thousands)Three Months Ended March 31,
 20242023
Revenue
America$249,777 $236,049 
Airports76,926 53,789 
Europe-North139,393 128,503 
Other15,656 19,079 
Total$481,752 $437,420 
Capital Expenditures(1)
America$8,823 $16,808 
Airports1,639 4,751 
Europe-North9,360 7,066 
Other1,358 1,921 
Corporate2,855 2,830 
Total$24,035 $33,376 
Segment Adjusted EBITDA
America$95,464 $81,365 
Airports19,082 6,264 
Europe-North14,325 7,172 
Other200 369 
Total$129,071 $95,170 
Reconciliation of Segment Adjusted EBITDA to Loss From Continuing Operations Before Income Taxes
Segment Adjusted EBITDA$129,071 $95,170 
Less reconciling items:
Corporate expenses(2)
40,126 36,180 
Depreciation and amortization54,290 64,208 
Restructuring and other costs(3)
824 248 
Other operating expense, net1,439 3,920 
Interest expense, net107,655 102,500 
Loss on extinguishment of debt4,787  
Other (income) expense, net8,346 (8,780)
Loss from continuing operations before income taxes$(88,396)$(103,106)
(1)In addition to payments that occurred during the period for capital expenditures, the Company had $9.4 million and $12.4 million of accrued capital expenditures related to continuing operations that remained unpaid as of March 31, 2024 and 2023, respectively.
(2)Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal (including legal liabilities and related estimates), finance and administrative functions of each of the Company’s reportable segments, as well as overall executive, administrative and support functions. Share-based payments and certain restructuring and other costs are recorded in corporate expenses.
(3)The restructuring and other costs line item in this reconciliation excludes those restructuring and other costs related to corporate functions, which are included within the Corporate expenses line item.
11

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 4 – REVENUE
The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home advertising displays. Certain of these revenue transactions are considered leases for accounting purposes as the contracts convey to customers the right to control the use of the Company’s advertising displays for a period of time. The Company accounts for revenue from leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, while the Company’s remaining revenue transactions are accounted for as revenue from contracts with customers in accordance with ASC Topic 606.
Disaggregation of Revenue
The following table shows revenue from contracts with customers, revenue from leases and total revenue from continuing operations, disaggregated by geography, for the three months ended March 31, 2024 and 2023:
(In thousands)Revenue from contracts with customersRevenue from leasesTotal revenue
Three Months Ended March 31, 2024
U.S.(1)
$184,432 $142,271 $326,703 
Europe(2)
136,768 2,625 139,393 
Other(3)
12,920 2,736 15,656 
Total$334,120 $147,632 $481,752 
Three Months Ended March 31, 2023
U.S.(1)
$144,557 $145,281 $289,838 
Europe(2)
126,451 2,052 128,503 
Other(3)
13,413 5,666 19,079 
Total$284,421 $152,999 $437,420 
(1)U.S. revenue, which also includes an immaterial amount of revenue derived from airport displays in the Caribbean, is comprised of revenue from the Company’s America and Airports segments.
(2)Europe revenue is comprised of revenue from the Company’s Europe-North segment.
(3)Other includes the Company’s businesses in Latin America and Singapore.
Revenue from Contracts with Customers
The following table shows the Company’s beginning and ending accounts receivable and deferred revenue balances from contracts with customers:
Three Months Ended March 31,
(In thousands)
2024
2023
Accounts receivable, net of allowance, from contracts with customers:
  Beginning balance$361,039 $317,560 
  Ending balance305,159 271,225 
Deferred revenue from contracts with customers:
  Beginning balance$25,613 $23,596 
  Ending balance38,283 40,484 
During the three months ended March 31, 2024 and 2023, respectively, the Company recognized $17.9 million and $19.5 million of revenue that was included in the deferred revenue from contracts with customers balance at the beginning of the respective years.
The Company’s contracts with customers generally have terms of one year or less. As of March 31, 2024, the Company expected to recognize $103.6 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration of greater than one year, with the majority of this amount to be recognized over the next five years.
12

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 5 – LONG-TERM DEBT
Long-term debt outstanding as of March 31, 2024 and December 31, 2023 consisted of the following:
(In thousands)March 31,
2024
December 31,
2023
Term Loan Facility Due 2028(1)
$425,000 $1,260,000 
Revolving Credit Facility Due 2026
  
Receivables-Based Credit Facility Due 2026
  
Clear Channel Outdoor Holdings 5.125% Senior Secured Notes Due 2027
1,250,000 1,250,000 
Clear Channel Outdoor Holdings 9.000% Senior Secured Notes Due 2028
750,000 750,000 
Clear Channel Outdoor Holdings 7.875% Senior Secured Notes Due 2030(1)
865,000  
Clear Channel Outdoor Holdings 7.750% Senior Notes Due 2028
995,000 995,000 
Clear Channel Outdoor Holdings 7.500% Senior Notes Due 2029
1,040,000 1,040,000 
Clear Channel International B.V. 6.625% Senior Secured Notes Due 2025(2)
 375,000 
Clear Channel International B.V. Term Loan Facility Due 2027(2)
375,000  
Finance leases
4,093 4,202 
Original issue discount(9,060)(2,690)
Long-term debt fees(42,931)(39,609)
Total debt5,652,102 5,631,903 
Less: Current portion
617 612 
Total long-term debt$5,651,485 $5,631,291 
(1)On March 18, 2024, the Company issued $865.0 million aggregate principal amount of 7.875% Senior Secured Notes Due 2030 (the “CCOH 7.875% Senior Secured Notes”) and used a portion of the proceeds therefrom to prepay $835.0 million of borrowings outstanding under the Term Loan Facility. At the same time, the Company amended its Senior Secured Credit Agreement to, among other things, refinance the $425.0 million remaining principal balance on the Term Loan Facility and to extend its maturity date from 2026 to 2028, subject to certain conditions. The new refinanced term loans were issued at a 1% discount, and the Company used the proceeds therefrom, along with the remaining proceeds from the CCOH 7.875% Senior Secured Notes issuance and cash on hand, to pay off the original term loans, $14.9 million of accrued interest on the prepaid and refinanced Term Loan principal, and $12.5 million of fees and expenses related to these transactions. At March 31, 2024, the Company accrued an additional $2.7 million of unpaid fees and expenses related to these transactions.
(2)On March 22, 2024, the Company’s indirect wholly-owned subsidiary, Clear Channel International B.V. (“CCIBV”), entered into a credit agreement comprising two tranches of term loans (the “CCIBV Term Loan Facility”) totaling an aggregate principal amount of $375.0 million, which was issued at a 1% discount. The Company used the proceeds therefrom, along with cash on hand, to redeem all of the outstanding $375.0 million aggregate principal amount of 6.625% Senior Secured Notes Due 2025 (the “CCIBV Senior Secured Notes”) and to pay $11.8 million of accrued interest related thereto and $3.9 million of related transaction fees and expenses. At March 31, 2024, the Company accrued an additional $1.9 million of unpaid fees and expenses related to this transaction. As a result of this redemption, CCIBV and the guarantors of the CCIBV Senior Secured Notes have been released from their remaining obligations under the indenture governing such notes, and such indenture has ceased to be of further effect.
The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $5.4 billion and $5.3 billion as of March 31, 2024 and December 31, 2023, respectively. Under the fair value hierarchy established by ASC Section 820-10-35, the inputs used to determine the market value of the Company’s debt are classified as Level 1.
As of March 31, 2024, the Company was in compliance with all covenants contained in its debt agreements.
Amendment to Senior Secured Credit Facilities
On March 18, 2024, the Senior Secured Credit Agreement, which governs the Company’s Term Loan Facility and Revolving Credit Facility, was amended to, among other things: extend the maturity date of the Term Loan Facility to August 23, 2028, subject to certain conditions; increase the Applicable Rate (as defined therein) for the Term Loan Facility by 50 basis points; and provide for a prepayment penalty in certain circumstances. These amendments are reflected in the information below.
13

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Maturity
The term loans under the Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans. In August 2023, the Company made a prepayment that satisfied the remaining quarterly payment obligations, and the remaining balance is payable on August 23, 2028, subject to certain conditions.
Prepayments
The Senior Secured Credit Agreement, as amended, provides for a prepayment penalty of 1.00% for certain prepayments of or amendments to the Term Loan Facility effected on or prior to September 18, 2024. Thereafter, the Company may voluntarily repay outstanding term loans under the Senior Secured Credit Facilities without penalty.
CCOH 7.875% Senior Secured Notes Due 2030
On March 18, 2024, the Company completed the sale of $865.0 million in aggregate principal amount of the CCOH 7.875% Senior Secured Notes. The CCOH 7.875% Senior Secured Notes were issued pursuant to an indenture, dated as of March 18, 2024 (the “CCOH 7.875% Senior Secured Notes Indenture”), among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and as collateral agent.
The CCOH 7.875% Senior Secured Notes mature on April 1, 2030 and bear interest at a rate of 7.875% per annum. Interest on the CCOH 7.875% Senior Secured Notes is payable to the holders thereof semi-annually on April 1 and October 1 of each year, beginning on October 1, 2024.
Guarantees and Security
The CCOH 7.875% Senior Secured Notes are guaranteed fully and unconditionally on a senior secured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries.
The CCOH 7.875% Senior Secured Notes and the guarantees thereof are secured on a first-priority basis by security interests in all of the Company’s and the guarantors’ assets securing the Senior Secured Credit Facilities, subject to certain exceptions, on a pari passu basis with the liens on such assets (other than the assets securing the Company’s Receivables-Based Credit Facility), and on a second-priority basis by security interests in all of the Company’s and the guarantors’ assets securing the Company’s Receivables-Based Credit Facility on a first-priority basis, in each case, other than any excluded assets and subject to intercreditor agreements.
The CCOH 7.875% Senior Secured Notes and the guarantees are general senior secured obligations of the Company and the guarantors thereof and rank pari passu in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness.
Redemptions
The Company may redeem all or a portion of the CCOH 7.875% Senior Secured Notes at the redemption prices set forth in the CCOH 7.875% Senior Secured Notes Indenture.
Certain Covenants
The CCOH 7.875% Senior Secured Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors of the debt; enter into certain transactions with affiliates; merge or consolidate with another person or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens.
CCIBV Term Loan Facility Due 2027
On March 22, 2024 (the “Closing Date”), CCIBV entered into a credit agreement (the “CCIBV Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and J.P. Morgan SE, as lead arranger and bookrunner. The CCIBV Credit Agreement governs the CCIBV Term Loan Facility and the term loans incurred thereunder.
14

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Size and Availability
The CCIBV Term Loan Facility is comprised of two tranches of term loans totaling an aggregate principal amount of $375.0 million: (1) a “fixed rate” tranche of term loans in an aggregate principal amount of $300.0 million (the “Fixed Rate Term Loan Tranche”); and (2) a “floating rate” tranche of term loans in an aggregate principal amount of $75.0 million (the “Floating Rate Term Loan Tranche”).
Interest Rate
The CCIBV Term Loan Facility bears interest: (1) at a fixed rate of 7.5% per annum, payable semi-annually in arrears on April 1 and October 1 of each year for the Fixed Rate Term Loan Tranche and (2) at a floating rate equal to the benchmark rate “Term SOFR” plus 2.25% per annum (subject to a floor rate of 5.25% per annum), payable at one-, three- or six- month intervals, effective April 1, 2024 for the Floating Rate Term Loan Tranche.
Amortization and Maturity
The CCIBV Term Loan Facility matures on April 1, 2027 and has no scheduled amortization payments prior to this date.
Prepayments
The CCIBV Credit Agreement requires CCIBV to make certain mandatory prepayments, subject to certain requirements and exceptions, and permits CCIBV to make voluntary prepayments at its discretion. The Fixed Rate Term Loan Tranche and the Floating Rate Term Loan Tranche will participate in any voluntary or mandatory repayments or prepayments on a pro rata basis.
Guarantees and Security
The CCIBV Term Loan Facility will be guaranteed by certain of CCIBV’s existing and future subsidiaries no later than 120 days from the Closing Date, subject to extension as permitted in accordance with the CCIBV Credit Agreement. The Company will not guarantee or otherwise assume any liability under the CCIBV Term Loan Facility. The CCIBV Term Loan Facility and certain of the guarantees (the “Secured Guarantees”) will be secured, no later than 120 days from the Closing Date, subject to extension as permitted in accordance with the CCIBV Credit Agreement, by security interests in, and pledges over, certain assets and property (including, without limitation, capital stock, material bank accounts and intercompany receivables) of or in CCIBV and its guarantors (the “Security Interests”), in each case subject to certain agreed security principles, permitted liens and other customary exceptions and qualifications.
The CCIBV Term Loan Facility is a senior secured obligation that ranks, in right of payment, pari passu to all unsubordinated indebtedness of CCIBV and senior to all subordinated indebtedness of CCIBV and ranks, in right of security, senior to all unsecured and junior lien indebtedness of CCIBV to the extent of the value of the assets that constitute collateral after giving effect to the Security Interests and the Secured Guarantees. The guarantees that are not Secured Guarantees are unsecured senior obligations that rank, in right of payment, pari passu to all unsubordinated indebtedness of the guarantors and senior to all subordinated indebtedness of the guarantors and rank, in right of security, junior to all secured indebtedness of the guarantors to the extent of the value of the assets securing such indebtedness and pari passu to all unsecured indebtedness of the guarantors.
Certain Covenants
The CCIBV Credit Agreement contains covenants that limit CCIBV’s ability and the ability of its restricted subsidiaries to, among other things (but subject to certain exceptions): pay dividends, redeem stock or make other distributions or investments; incur additional debt or issue certain preferred stock; transfer or sell assets; create liens on assets; engage in certain transactions with affiliates; create restrictions on dividends or other payments by the restricted subsidiaries; and merge, consolidate or effect other fundamental changes CCIBV’s assets.
Letters of Credit, Surety Bonds and Guarantees
The Company has letters of credit, surety bonds and bank guarantees related to various operational matters, including insurance, bid, concession and performance bonds, as well as other items.
As of March 31, 2024, the Company had $43.2 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $106.8 million of remaining excess availability, and $48.9 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in $89.2 million of excess availability. Additionally, as of March 31, 2024, the Company had $41.5 million and $25.1 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by $4.8 million of cash collateral.
15

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

A portion of these letters of credit and guarantees at March 31, 2024 related to discontinued operations that were sold or held for sale as of this date. Please refer to Note 2 for additional information.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.
Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial disputes, employment and benefits related claims, land use and zoning disputes, governmental fines, intellectual property claims, personal injury claims and tax disputes.
NOTE 7 – INCOME TAXES
Income Tax Benefit (Expense) Attributable to Continuing Operations
The Company’s income tax benefit (expense) attributable to continuing operations for the three months ended March 31, 2024 and 2023 consisted of the following components:
(In thousands)Three Months Ended March 31,
 20242023
Current tax expense attributable to continuing operations$(201)$(888)
Deferred tax benefit (expense) attributable to continuing operations(66)11,389 
Income tax benefit (expense) attributable to continuing operations$(267)$10,501 
The effective tax rates for continuing operations for the three months ended March 31, 2024 and 2023 were (0.3)% and 10.2%, respectively. These rates were primarily impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods.
NOTE 8 – PROPERTY, PLANT AND EQUIPMENT
The Company’s property, plant and equipment consisted of the following classes of assets as of March 31, 2024 and December 31, 2023:
(In thousands)March 31,
2024
December 31,
2023
Structures(1)
$2,131,175 $2,157,237 
Furniture and other equipment229,287 229,514 
Land, buildings and improvements
142,570 143,300 
Construction in progress45,062 57,335 
Property, plant and equipment, gross2,548,094 2,587,386 
Less: Accumulated depreciation(1,900,801)(1,921,042)
Property, plant and equipment, net
$647,293 $666,344 
(1)During the three months ended March 31, 2024, the Company acquired digital billboard structures of $1.1 million as part of asset acquisitions.
16

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 9 – INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of March 31, 2024 and December 31, 2023:
(In thousands)March 31, 2024December 31, 2023
 Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Permits(1)
$753,692 $(96,609)$746,126 $(80,439)
Transit, street furniture and other outdoor contractual rights354,015 (324,109)356,883 (325,357)
Permanent easements
163,283  163,293  
Trademarks83,569 (41,294)83,569 (39,214)
Other945 (934)1,107 (1,094)
Total intangible assets$1,355,504 $(462,946)$1,350,978 $(446,104)
(1)During the three months ended March 31, 2024, the Company acquired permits of $7.7 million as part of asset acquisitions. The acquired permits have amortization periods ranging from 22 to 28 years.
Goodwill
The following table presents changes in the goodwill balance for the Company’s segments with goodwill during the three months ended March 31, 2024:
(In thousands)AmericaAirportsEurope-NorthConsolidated
Balance as of December 31, 2023(1)
$482,937 $24,882 $148,744 $656,563 
Foreign currency impact  (3,355)(3,355)
Balance as of March 31, 2024$482,937 $24,882 $145,389 $653,208 
(1)The balance at December 31, 2023 is net of cumulative impairments of $2.6 billion for America, $79.4 million for Europe-North and $90.4 million for Other, which has been fully impaired.
17

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 10 – NET LOSS PER SHARE
The following table presents the computation of net loss per share for the three months ended March 31, 2024 and 2023:
(In thousands, except per share data)Three Months Ended March 31,
 20242023
Numerators:
  
Loss from continuing operations$(88,663)$(92,605)
Less: Net income (loss) from continuing operations attributable to noncontrolling interests558 (533)
Net loss from continuing operations attributable to the Company(89,221)(92,072)
Income (loss) from discontinued operations(420)57,183 
Less: Net income from discontinued operations attributable to noncontrolling interests26 23 
Net income (loss) from discontinued operations attributable to the Company(446)57,160 
Net loss attributable to the Company$(89,667)$(34,912)
Denominators:
  
Weighted average common shares outstanding – Basic483,720 478,501 
Weighted average common shares outstanding – Diluted483,720 478,501 
Net loss attributable to the Company per share of common stock — Basic:  
Net loss from continuing operations attributable to the Company per share of common stock$(0.18)$(0.19)
Net income (loss) from discontinued operations attributable to the Company per share of common stock 0.12 
Net loss attributable to the Company per share of common stock — Basic(1)
$(0.19)$(0.07)
Net loss attributable to the Company per share of common stock — Diluted:
Net loss from continuing operations attributable to the Company per share of common stock$(0.18)$(0.19)
Net income (loss) from discontinued operations attributable to the Company per share of common stock
 0.12 
Net loss attributable to the Company per share of common stock — Diluted(1)
$(0.19)$(0.07)
(1)Due to rounding, the total may not equal the sum of the line items in the table above.
Outstanding equity awards of 28.4 million and 19.2 million shares for the three months ended March 31, 2024 and 2023, respectively, were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.
18

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 11 — OTHER INFORMATION
Reconciliation of Cash, Cash Equivalents and Restricted Cash
The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to the cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows:
(In thousands)March 31,
2024
December 31,
2023
Cash and cash equivalents in the Balance Sheets$193,236 $251,652 
Cash and cash equivalents included in Current assets of discontinued operations
654 651 
Restricted cash included in:
  Other current assets3,955 3,051 
Current assets of discontinued operations
803 724 
  Other assets4,263 4,463 
Total cash, cash equivalents and restricted cash in the Statements of Cash Flows$202,911 $260,541 
Accounts Receivable
The following table discloses the components of “Accounts receivable, net,” as reported in the Consolidated Balance Sheets:
(In thousands)March 31,
2024
December 31,
2023
Accounts receivable$438,518 $514,891 
Less: Allowance for credit losses(12,559)(15,080)
Accounts receivable, net$425,959 $499,811 
Credit loss expense (reversal) related to accounts receivable of continuing operations was $(1.2) million and $2.7 million during the three months ended March 31, 2024 and 2023, respectively.
Accrued Expenses
The following table discloses the components of “Accrued expenses” as reported in the Consolidated Balance Sheets:
(In thousands)March 31,
2024
December 31,
2023
Accrued rent$88,246 $114,489 
Accrued employee compensation and benefits45,643 73,422 
Accrued taxes36,107 51,209 
Accrued agency commissions and incentives
35,975 42,736 
Accrued other103,327 103,764 
Total accrued expenses$309,298 $385,620 
Other Income (Expense), Net
During the three months ended March 31, 2024, other expense, net, included $11.8 million of debt modification expense related to the debt transactions the Company completed in March 2024, further described in Note 5.
During the three months ended March 31, 2024 and 2023, the Company recognized net foreign currency transaction gains related to continuing operations of $3.8 million and $8.8 million, respectively.
Other Comprehensive Loss
There were no significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive loss during the three months ended March 31, 2024 and 2023.
19

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes contained in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company's 2023 Annual Report on Form 10-K. All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.
The MD&A is organized as follows:
Overview – Discussion of the nature, key developments and trends of our business in order to provide context for the remainder of this MD&A.
Results of Operations – Analysis of our financial results of operations at the consolidated and segment levels.
Liquidity and Capital Resources – Analysis of our short- and long-term liquidity and discussion of our material cash requirements and the anticipated sources of funds needed to satisfy such requirements.
This discussion contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” contained at the end of this MD&A.
OVERVIEW
Description of Our Business and Segments
Our revenue is derived from selling advertising space on the out-of-home displays that we own or operate in various markets using assorted digital and traditional display types. We have four reportable business segments: America, which consists of our U.S. operations excluding airports; Airports, which includes revenue from U.S. and Caribbean airports; Europe-North, which consists of operations in the United Kingdom (the “U.K.”), the Nordics and several other countries throughout northern and central Europe; and Europe-South, which consists of operations in Spain and, prior to their sales in 2023, also consisted of operations in Switzerland, Italy and France. Our remaining operations in Latin America, including in Mexico, Brazil, Chile and Peru, and in Singapore are disclosed as “Other.” We have conformed the segment disclosures for the prior periods in this MD&A and throughout this Quarterly Report on Form 10-Q to the current period presentation.
Dispositions and Discontinued Operations
In 2023, we sold our businesses in Switzerland, Italy and France on March 31, May 31 and October 31, respectively. Additionally, in May 2023, we entered into an agreement to sell our business in Spain to JCDecaux for cash consideration of approximately $64.3 million. This transaction is expected to close in 2024, upon receipt of regulatory approval and satisfaction of other customary closing conditions. We have used, and intend to continue to use, the net proceeds from these sales, after payment of transaction-related fees and expenses, to improve liquidity and increase financial flexibility of the business as permitted under our debt agreements.
In aggregate, the sales of our businesses in Switzerland, Italy and France, along with the agreement to sell our business in Spain (collectively comprising our entire Europe-South segment), met the criteria for discontinued operations presentation during the third quarter of 2023. As a result, each of these businesses has been reclassified to discontinued operations in the financial statements included in this Quarterly Report on Form 10-Q for all periods presented, resulting in changes to the presentation of certain amounts for prior periods. Unless otherwise noted, the remaining discussion in this MD&A presents the results of continuing operations and excludes amounts related to discontinued operations for all periods presented.
International Sales Processes
In 2023, we initiated processes to sell our businesses comprising our Europe-North segment and our businesses in Latin America. There can be no assurance that these processes will result in any transactions or particular outcomes. We have not set a timetable for completion of these processes, may suspend the processes at any time and may decide not to make further announcements regarding the processes unless and until our Board of Directors approves a course of action for which further disclosure is appropriate.
20

Macroeconomic Trends and Seasonality
As described in our 2023 Annual Report on Form 10-K, global inflation increased over the last few years and has affected our results due to higher costs, particularly in our European businesses. Although global inflation has slowed from the peak reached in 2022, it remains elevated. In response to the heightened levels of inflation, central banks, including the U.S. Federal Reserve, raised interest rates significantly, resulting in an increase in our weighted average cost of debt. Future fluctuations in these economic indicators are uncertain and could result in further adverse impacts to our reported results. Our international results are also impacted by fluctuations in foreign currency exchange rates, but volatility did not have a significant impact on our reported results for the first quarter of 2024. The market risks that our business is subject to are further described in Item 3 of Part I of this Quarterly Report on Form 10-Q.
Additionally, our segment results are impacted by economic conditions in the specific markets and industries in which we operate as advertising revenue is highly correlated to, and has historically trended in line with, changes in gross domestic product. During 2023, we experienced weakness in revenue within certain of our larger U.S. markets, most notably those in California, as specific macroeconomic trends affecting these markets resulted in lower spend on out-of-home advertising. Improved conditions in these markets resulted in revenue growth compared to the first quarter of 2023.
Due to seasonality, the results for this interim period are not indicative of expected results for the full year. We typically experience our weakest financial performance in the first quarter of the calendar year, which is generally offset during the remainder of the year as our business typically experiences its strongest performance in the second and fourth quarters of the calendar year.
Debt Activity
On March 18, 2024, we issued $865.0 million aggregate principal amount of 7.875% Senior Secured Notes Due 2030 (the “CCOH 7.875% Senior Secured Notes”) and used a portion of the proceeds therefrom to prepay $835.0 million of borrowings outstanding under our Term Loan Facility. At the same time, we amended our Senior Secured Credit Agreement to, among other things, refinance the $425.0 million remaining principal balance on the Term Loan Facility and to extend its maturity date from 2026 to 2028, subject to certain conditions.
On March 22, 2024, our indirect wholly-owned subsidiary, Clear Channel International B.V. (“CCIBV”), entered into a credit agreement comprising two tranches of term loans (the “CCIBV Term Loan Facility”) totaling an aggregate principal amount of $375.0 million, which mature in 2027, and used the proceeds therefrom to redeem all of the outstanding 6.625% Senior Secured Notes Due 2025 (the “CCIBV Senior Secured Notes”).
Taken together, these transactions are referred to herein as the “March 2024 Debt Transactions.” Please refer to Note 5 to our Condensed Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.
RESULTS OF OPERATIONS
The discussion of our results of operations is presented on both a consolidated and segment basis.
Our operating segment profit measure is Segment Adjusted EBITDA, which is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs, which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. The material components of Segment Adjusted EBITDA from continuing operations are discussed below on both a consolidated and segment basis.
Corporate expenses, depreciation and amortization, other operating income and expense, all non-operating income and expenses, and income taxes are managed on a total company basis and are therefore included only in our discussion of consolidated results of continuing operations.
Results of discontinued operations are presented and discussed below separately from results of continuing operations.
Revenue and expenses “excluding the impact of movements in foreign exchange rates” are presented in this MD&A because Company management believes that viewing certain financial results without the impact of fluctuations in foreign currency rates facilitates period-to-period comparisons of business performance and provides useful information to investors. Revenue and expenses “excluding the impact of movements in foreign exchange rates” are calculated by converting the current period’s revenue and expenses in local currency to U.S. dollars using average monthly foreign exchange rates for the same period of the prior year.
21

Consolidated Results of Continuing Operations
(In thousands)Three Months Ended
March 31,
%
 20242023Change
Revenue$481,752 $437,420 10.1%
Operating expenses:
Direct operating expenses(1)
260,837 252,603 3.3%
Selling, general and administrative expenses(1)
92,668 89,895 3.1%
Corporate expenses(1)
40,126 36,180 10.9%
Depreciation and amortization54,290 64,208 (15.4)%
Other operating expense, net1,439 3,920 
Operating income (loss)32,392 (9,386)
Interest expense, net(107,655)(102,500) 
Loss on extinguishment of debt
(4,787)— 
Other income (expense), net(8,346)8,780  
Loss from continuing operations before income taxes(88,396)(103,106) 
Income tax benefit (expense) attributable to continuing operations(267)10,501  
Loss from continuing operations(88,663)(92,605) 
Income (loss) from discontinued operations(420)57,183 
Consolidated net loss(89,083)(35,422)
Less: Net income (loss) attributable to noncontrolling interests584 (510) 
Net loss attributable to the Company$(89,667)$(34,912) 
(1)Excludes depreciation and amortization
Consolidated Revenue
Consolidated revenue increased $44.3 million, or 10.1%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the $3.7 million impact of movements in foreign exchange rates, consolidated revenue increased $40.6 million, or 9.3%, driven by increased demand and, to a lesser extent, the deployment of additional digital displays.
The following table provides information about consolidated digital revenue:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Digital revenue
$211,796$184,10915.0%
Percent of total consolidated revenue44.0 %42.1 %
Digital revenue, excluding movements in foreign exchange rates$209,264$184,10913.7%
Consolidated Direct Operating Expenses
Consolidated direct operating expenses increased $8.2 million, or 3.3%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the $2.2 million impact of movements in foreign exchange rates, consolidated direct operating expenses increased $6.1 million, or 2.4%, most notably due to higher site lease expense driven by higher revenue, partially offset by the impact of certain contract losses and renegotiations.
22

The following table provides additional information about certain drivers of consolidated direct operating expenses:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Site lease expense$187,951 $184,360 1.9 %
Site lease expense, excluding movements in foreign exchange rates186,899 184,360 1.4 %
Reductions of rent expense on lease and non-lease contracts from rent abatements
4,824 7,273 (33.7)%
Restructuring and other costs634 193 228.5 %
Consolidated Selling, General and Administrative (“SG&A”) Expenses
Consolidated SG&A expenses increased $2.8 million, or 3.1%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the $0.8 million impact of movements in foreign exchange rates, consolidated SG&A expenses increased $2.0 million, or 2.2%, primarily driven by higher employee compensation costs. This increase was partially offset by lower credit loss expense.
The following table provides the restructuring and other costs included within SG&A expenses during the three months ended March 31, 2024 and 2023:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Restructuring and other costs$190 $55 245.5 %
Corporate Expenses
Corporate expenses increased $3.9 million, or 10.9%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the $0.3 million impact of movements in foreign exchange rates, corporate expenses increased $3.6 million, or 10.0%, primarily driven by higher employee compensation costs, including share-based compensation, and higher restructuring and other costs.
The following table provides additional information about certain drivers of corporate expenses:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Share-based compensation expense(1)
$5,277 $4,031 30.9 %
Restructuring and other costs (reversals)(2)
2,484 (55)NM
(1)Excludes share-based compensation expense for employees of discontinued operations for all periods presented.
(2)Percentage changes that are so large as to not be meaningful have been designated as “NM.”
Depreciation and Amortization
Depreciation and amortization decreased $9.9 million, or 15.4%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the $0.4 million impact of movements in foreign exchange rates, depreciation and amortization decreased $10.3 million, or 16.0%, as certain structures became fully depreciated in the third quarter of 2023.
Other Operating Expense, Net
Other operating expense, net, decreased $2.5 million during the three months ended March 31, 2024 compared to the same period of 2023, primarily driven by a gain on the disposition of certain assets in our America segment during the three months ended March 31, 2024. This decrease was partially offset by costs related to our international sales processes.
Interest Expense, Net
Interest expense, net, increased $5.2 million during the three months ended March 31, 2024 compared to the same period of 2023 driven by higher rates on our Term Loan Facility.
23

Loss on Extinguishment of Debt
During the three months ended March 31, 2024, we recognized a loss on extinguishment of debt of $4.8 million related to the March 2024 Debt Transactions, including $2.4 million related to the prepayment and amendment of the Term Loan Facility and $2.4 million related to the redemption of the CCIBV Senior Secured Notes.
Other Income (Expense), Net
During the three months ended March 31, 2024, we recognized other expense, net, of $8.3 million, compared to other income, net, of $8.8 million during the same period of 2023. The increase in expense was mainly driven by $11.8 million of debt modification expense related to the March 2024 Debt Transactions. Additionally, we recognized lower net foreign exchange gains in connection with intercompany notes denominated in a currency other than the functional currency.
Income Tax Benefit Attributable to Continuing Operations
The effective tax rates for continuing operations for the three months ended March 31, 2024 and 2023 were (0.3)% and 10.2%, respectively. These rates were primarily impacted by the valuation allowance recorded against current period deferred tax assets resulting from losses and interest expense carryforwards in the U.S. and certain foreign jurisdictions due to uncertainty regarding the Company’s ability to realize those assets in future periods.
America Results of Operations
(In thousands)Three Months Ended
March 31,
%
 20242023Change
Revenue$249,777 $236,049 5.8%
Direct operating expenses(1)
105,382 104,817 0.5%
SG&A expenses(1)
49,302 49,881 (1.2)%
Segment Adjusted EBITDA95,464 81,365 17.3%
(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA
America Revenue
America revenue increased $13.7 million, or 5.8%, during three months ended March 31, 2024 compared to the same period of 2023. Revenue increased in all regions driven by increased demand for print billboards and, to a lesser extent, the deployment of new digital billboards.
The following table provides information about America digital revenue:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Digital revenue$84,219$78,0187.9%
Percent of total segment revenue33.7 %33.1 %
Revenue generated from national sales comprised 34.5% and 33.1% of America revenue for the three months ended March 31, 2024 and 2023, respectively, while the remainder of revenue was generated from local sales.
America Direct Operating Expenses
America direct operating expenses increased $0.6 million, or 0.5%, during the three months ended March 31, 2024 compared to the same period of 2023 due to higher employee compensation costs, partially offset by a decrease in site lease expense driven by the renegotiation of an existing contract.
The following table provides information about America site lease expense and rent abatements:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Site lease expense
$82,848 $83,030 (0.2)%
Reductions of rent expense on lease and non-lease contracts from rent abatements15 1,204 (98.8)%
24

America SG&A Expenses
America SG&A expenses decreased $0.6 million, or 1.2%, during the three months ended March 31, 2024 compared to the same period of 2023. Lower credit loss expense, driven by improved collections and specific reserves recorded in the prior year, was partially offset by higher employee compensation costs, most notably driven by increased sales headcount and pay increases.
Airports Results of Operations
(In thousands)Three Months Ended
March 31,
%
 20242023Change
Revenue$76,926 $53,789 43.0%
Direct operating expenses(1)
49,067 39,651 23.7%
SG&A expenses(1)
8,873 7,874 12.7%
Segment Adjusted EBITDA19,082 6,264 204.6%
(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA
Airports Revenue
Airports revenue increased $23.1 million, or 43.0%, during the three months ended March 31, 2024 compared to the same period of 2023 driven by strong demand across the portfolio. A portion of this increase was driven by the normalization of spend as certain customer campaigns were deferred in the first quarter of 2023.
The following table provides information about Airports digital revenue:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Digital revenue$42,610$29,57844.1%
Percent of total segment revenue55.4 %55.0 %
Revenue generated from national sales comprised 55.2% and 60.1% of Airports revenue for the three months ended March 31, 2024 and 2023, respectively, while the remainder of revenue was generated from local sales.
Airports Direct Operating Expenses
Airports direct operating expenses increased $9.4 million, or 23.7%, during the three months ended March 31, 2024 compared to the same period of 2023 primarily driven by higher site lease expense resulting from higher revenue.
The following table provides information about Airports site lease expense and rent abatements:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Site lease expense
$44,013 $36,250 21.4%
Reductions of rent expense on lease and non-lease contracts from rent abatements4,799 5,507 (12.9)%
Airports SG&A Expenses
Airports SG&A expenses increased $1.0 million, or 12.7%, during the three months ended March 31, 2024 compared to the same period of 2023 due to higher employee compensation costs largely driven by higher sales commissions.
25

Europe-North Results of Operations
(In thousands)Three Months Ended
March 31,
%
 20242023Change
Revenue$139,393 $128,503 8.5%
Direct operating expenses(1)
96,386 96,032 0.4%
SG&A expenses(1)
27,878 25,533 9.2%
Segment Adjusted EBITDA14,325 7,172 99.7%
(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA
Europe-North Revenue
Europe-North revenue increased $10.9 million, or 8.5%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the $3.3 million impact of movements in foreign exchange rates, Europe-North revenue increased $7.6 million, or 5.9%, driven by higher revenue in the U.K., Sweden and Belgium, mainly due to increased demand and the deployment of additional digital displays. This increase was partially offset by the loss of a transit contract in Norway.
The following table provides information about Europe-North digital revenue:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Digital revenue$73,497$65,31712.5%
Percent of total segment revenue52.7 %50.8 %
Digital revenue, excluding movements in foreign exchange rates$71,286$65,3179.1%
Europe-North Direct Operating Expenses
Europe-North direct operating expenses increased $0.4 million, or 0.4%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the $2.1 million impact of movements in foreign exchange rates, Europe-North direct operating expenses decreased $1.7 million, or 1.8%, driven by lower site lease expense primarily due to the contract loss in Norway.
The following table provides information about Europe-North site lease expense and rent abatements:
(In thousands)Three Months Ended
March 31,
%
20242023Change
Site lease expense
$54,399 $56,734 (4.1)%
Site lease expense, excluding movements in foreign exchange rates53,439 56,734 (5.8)%
Reductions of rent expense on lease and non-lease contracts from rent abatements— 479 (100.0)%
Europe-North SG&A Expenses
Europe-North SG&A expenses increased $2.3 million, or 9.2%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the $0.7 million impact of movements in foreign exchange rates, Europe-North SG&A expenses increased $1.7 million, or 6.5%, driven by higher employee sales commissions and marketing spend.
26

Other Results of Operations
(In thousands)Three Months Ended
March 31,
%
 20242023Change
Revenue$15,656 $19,079 (17.9)%
Direct operating expenses(1)
10,002 12,103 (17.4)%
SG&A expenses(1)
6,615 6,607 0.1%
Segment Adjusted EBITDA200 369 (45.8)%
(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA
Other revenue decreased $3.4 million, or 17.9%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the impact of movements in foreign exchange rates, Other revenue decreased $3.8 million, or 20.0%, driven by the loss of a contract in Singapore. This decrease was partially offset by higher revenue from our businesses in Latin America.
Other direct operating expenses decreased $2.1 million, or 17.4%, during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the impact of movements in foreign exchange rates, Other direct operating expenses decreased $2.2 million, or 18.1%, driven by the loss of a contract in Singapore. This decrease was partially offset by higher site lease expense in Latin America.
Other SG&A expenses remained flat during the three months ended March 31, 2024 compared to the same period of 2023. Excluding the impact of movements in foreign exchange rates, Other SG&A expenses decreased $0.1 million, or 1.8%.
Income (Loss) from Discontinued Operations
Loss from discontinued operations of $0.4 million during the three months ended March 31, 2024 reflects the net loss generated during the period by operations in Spain.
Income from discontinued operations of $57.2 million during the three months ended March 31, 2023 was driven by a gain on sale of $96.4 million with respect to our former business in Switzerland, which was sold on March 31, 2023. This income was partially offset by the income tax expense related to such sale and net loss collectively generated during the period by operations in France, Italy, Spain and Switzerland.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Analysis
Short-Term Liquidity
Our main cash requirements are for working capital used to fund the operations of the business, capital expenditures and debt service. We typically meet these requirements with cash on hand, internally-generated cash flow from operations and, if necessary, borrowings under our credit facilities. We believe that our current sources of funds will be sufficient to meet our cash requirements for at least the next 12 months.
Long-Term Liquidity
Our long-term future cash requirements will depend on many factors, including the growth of our business, investments in digital conversions and new technologies, and the pursuit and outcome of strategic opportunities, including the ongoing processes to sell our businesses comprising our Europe-North segment and our businesses in Latin America. In addition, we have long-term cash requirements related to the repayment of our outstanding debt, which is scheduled to mature over the next six years. We believe that our sources of funds will be adequate to meet our cash requirements in the long-term.
However, our ability to meet these cash requirements through cash from operations will depend on our future operating results and financial performance, which are subject to significant uncertainty and may be affected by events beyond our control, including macro-economic events that may result in economic weakness globally or in certain specific markets, higher interest rates, currency fluctuations, and geopolitical events such as the Russia-Ukraine war and the Middle East conflicts. Additionally, our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally and reduce our liquidity over time.
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We regularly consider, and enter into discussions with our lenders and other parties related to, potential financing alternatives. In the future, we may need to obtain supplemental liquidity through additional financing from banks or other lenders; public offerings or private placements of debt, equity or equity-linked securities; strategic relationships or other arrangements; or from a combination of these sources. In addition, from time to time, we have explored, and expect to continue to explore, a variety of transactions to improve our liquidity and/or to refinance our indebtedness. However, there can be no assurance that financing alternatives or liquidity-generating or debt-refinancing transactions will be available in sufficient amounts or on terms acceptable to us in the future due to market conditions, our financial condition, our liquidity constraints or other factors, many of which are beyond our control. Even if financing alternatives are available, we may not find them suitable or at reasonable interest rates, and the terms of our existing or future debt agreements may restrict us from securing financing on terms that are available to us at that time or at all.
If we are unable to generate sufficient cash through our operations or obtain sources of supplemental liquidity as needed, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition and on our ability to meet our obligations.
Cash Requirements
Working Capital Needs
We utilize working capital to fund the operations of our business and have certain related contractual obligations, including commitments under site leases and other non-cancelable contracts.
One of our largest cash requirements is for site lease costs, which includes payments for land or space used by our advertising displays for both lease and non-lease contracts, including minimum guaranteed payments and revenue-sharing arrangements. During the three months ended March 31, 2024 and 2023, we incurred site lease expense for our continuing operations of $188.0 million and $184.4 million, respectively, which are included within direct operating expenses on our Consolidated Statements of Loss. During the three months ended March 31, 2024 and 2023, we reduced our site lease expense for continuing operations by rent abatements of $4.8 million and $7.3 million, respectively.
Capital Expenditures and Asset Acquisitions
We made the following capital expenditures during the three months ended March 31, 2024 and 2023:
(In thousands)Three Months Ended March 31,
20242023
America$8,823 $16,808 
Airports1,639 4,751 
Europe-North9,360 7,066 
Other1,358 1,921 
Corporate2,855 2,830 
Capital expenditures for continuing operations
24,035 33,376 
Capital expenditures for discontinued operations(1)
2,169 5,051 
Total capital expenditures(2),(3)
$26,204 $38,427 
(1)Capital expenditures for discontinued operations have decreased as the businesses in Switzerland, Italy and France were sold in 2023.
(2)In addition to payments that occurred during the period for capital expenditures, we had $9.4 million and $12.4 million of accrued capital expenditures related to continuing operations that remained unpaid as of March 31, 2024 and 2023, respectively, and $1.0 million and $5.6 million of accrued capital expenditures related to discontinued operations that remained unpaid as of March 31, 2024 and 2023, respectively.
(3)Excludes asset acquisitions.
During the three months ended March 31, 2024 and 2023, we completed certain acquisitions of out-of-home advertising assets in our America segment for total cash consideration of $8.6 million and $5.7 million, respectively. These asset acquisitions primarily consisted of permits and digital billboard structures in 2024 and permits and permanent easements in 2023.
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Debt Activity and Service Obligations
In March 2024, we issued $865.0 million aggregate principal amount of CCOH 7.875% Senior Secured Notes, which mature in April 2030, and used a portion of the proceeds therefrom to prepay $835.0 million of the borrowings outstanding under the Term Loan Facility. At the same time, we entered into an amendment to the Senior Secured Credit Agreement to, among other things, refinance the $425.0 million remaining principal balance on the Term Loan Facility and to extend its maturity date from August 2026 to August 2028, subject to certain conditions. The new refinanced term loans were issued at a 1% discount, and we used the proceeds therefrom, along with the remaining proceeds from the CCOH 7.875% Senior Secured Notes issuance and cash on hand, to pay off the original term loans, to pay $14.9 million of accrued interest on the prepaid and refinanced Term Loan principal, and to pay $12.5 million of fees and expenses related to these transactions. At March 31, 2024, we accrued an additional $2.7 million of unpaid fees and expenses related to these transactions, which we expect to pay in the second quarter of 2024.
In March 2024, CCIBV entered into the CCIBV Term Loan Facility totaling an aggregate principal amount of $375.0 million, which matures in April 2027. The CCIBV Term Loan Facility, which was issued at 1% discount, is comprised of two tranches of term loans: fixed rate term loans in an aggregate principal amount of $300.0 million that bear interest at 7.5% per annum, and floating rate term loans in an aggregate principal amount of $75.0 million that bear interest equal to Term SOFR plus 2.25% per annum (subject to a floor rate of 5.25% per annum). We used the proceeds from the CCIBV Term Loan Facility, along with cash on hand, to redeem all of the outstanding $375.0 million aggregate principal amount of CCIBV Senior Secured Notes, which were scheduled to mature in August 2025, and to pay $11.8 million of accrued interest related thereto and $3.9 million of related transaction fees and expenses. At M